3. CONDITIONS PRECEDENT

 3.1 CONDITIONS PRECEDENT:

 Lessor's obligation to deliver and lease the Aircraft under this
 Agreement is subject to satisfaction of each of the following
 conditions:

 (a) receipt by Lessor and Beneficiary from Lessee of the following
 satisfactory in form and substance to Lessor:

 (i) TRANSACTION DOCUMENTS: each Transaction Document shall
 have been duly executed and delivered by each party
 thereto other than Lessor;

 (ii) CONSTITUTIONAL DOCUMENTS: a copy of the constitutional
 documents of Lessee and the Guarantor;

 (iii) RESOLUTIONS: a copy of a resolution of the board of
 directors of Lessee and Guarantor, in each case
 approving the terms of, and the transactions
 contemplated by, this Agreement and the other

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 Transaction Documents to which it is a party, resolving
 that it enter into this Agreement and the other
 Transaction Documents to which it is a party, and
 authorizing execution of this Agreement and the other
 Transaction Documents to which it is a party and
 consummation of the transactions contemplated hereby and
 thereby;